Exhibit 10.7


 


CONTRACT FOR CONSTRUCTION SERVICES


 


This Contract
for Construction Services (“Contract”) is entered into between United Wisconsin
Grain Producers, LLC (“Owner”) and Iverson & Sons, LLC (“Contractor”) for
the materials, labor, and/or services described herein relating to the
improvement of certain property located at Friesland, Wisconsin “Ethanol Plant”
(the “Project”).


 


TERMS AND CONDITIONS


 


A.  THE WORK:


 


1.                                       Scope. 
Contractor will perform the following work (hereinafter “Work”) relating
to the Project:


 


ý            Phase 1 Civil and Site Work Grading Detail
Design Package bid set dated 09/02/03;


 


OR


 


o            The
scope of work described on the attached Proposal of the Contractor dated
                   ,
which is attached as Exhibit A
and incorporated into the Contract.


 


2.                                       Standard. 
The Contractor shall perform the Work in accordance with established
standards recognized in the industry practicing under like circumstances and
similar location.


 


3.                                       Permits.  Unless specifically designated otherwise herein, the Owner shall
be responsible for determining what permits, fees, and licenses are required to
perform the Work and obtaining and paying for such required permits, fees, and
licenses.


 


4.                                       Changes.  Any changes in the scope of Work or to the Contract Price shall
be in writing and signed by both parties. 
Contractor, however, shall be entitled to rely on verbal requests by
Owner, or an Owner representative, to perform additional work (a “Change
Order”).  Any expenses and/or additional
costs incurred by Contractor resulting from: 
(a) changes in the scope of Work necessitated by the enactment of
changes to codes, laws, or regulations subsequent to the execution of this
Contract; (b) weather conditions; (c) a suspension of the Work; or (d)
abnormal, unusual concealed, unknown, unforeseen, different, or changed
conditions at the Project site, will be billed to Owner as a Change Order.


 


B.  CONTRACT PRICE:


 


1.                                       The total sum to
be paid for the Work is:  $570,710.25.


 

















 


2.                                       The Owner shall
pay Contractor a 0% deposit.  The
balance of the Contract Price shall be paid:


 


o            Upon substantial
completion of the Work; OR


 


ý           As
construction progresses based on monthly applications for payment submitted by
Contractor to Owner.


 


3.                                       All payments are
due within ten (10) days of Owner’s receipt of Contractor’s invoice.  Any payment not received when due shall bear
interest at the rate of eighteen percent (18%) per year.  If timely payment is not received, then
Contractor shall be entitled to, without prejudice to any other remedies it may
have, stop the work until payment in full is received or terminate this
Contract.  Contractor is entitled to
recover from Owner all costs and expenses, including, but not limited to,
actual attorneys’ fees, Contractor may incur in collecting any amounts due
under the Contract or enforcing any provision of the Contract.


 


C.  CONTRACT TIME:


 


1.                                       Work will
commence on or about October 16, 2003 and shall be completed on or about
November 26, 2003.


 


2.                                       The times
prescribed in Paragraph C.1 shall be extended if Contractor is delayed in the
commencement or progress of the Work by: 
Change Orders; an Owner default, including, without limitation to,
Owner’s failure to make payments to Contractor when due, or any other act or
omission of Owner, Owner’s agent, or Owner’s contractor; a shortage of or delay
in delivery of equipment, labor, or materials; site conditions; equipment
breakdowns; strikes or other labor disputes; governmental restrictions and/or
regulations; failure of a subcontractor; acts of God, weather conditions,
storms, lightning, hail, flood, or acts of God; riots, civil commotion,
vandalism, theft, war, or fire; or any condition or occurrence that is not
within the reasonable control of the Contractor.  In the event of such a delay, the times to commence and/or
complete the work shall be extended for a period of time equal to the delay and
the Contract Price shall be equitably adjusted for any increased cost and/or
damages Contractor incurs because of such delay.


 


D.  WARRANTY AND RIGHT TO CURE:


 


 


1.                                       For one year
after the date of completion and payment of all monies to Contractor under this
Contract, the Contractor shall remedy and make good all Work that is not in
accordance with established standards recognized in the industry, provided such
defect is not due to abuse, misuse, or modification by any person or entity
other than Contractor, improper or insufficient maintenance, improper
operation, normal wear and tear, or normal usage.  Contractor’s sole responsibility with respect to a covered defect
shall be the repair or replacement, at Contractor’s sole option, of the covered
defective Work.  The Owner shall give
notice of observed defects to the Contractor with reasonable promptness and
within the one-year warranty period. 
Except for the warranties expressly


 

















 


stated herein, all other warranties (express, implied, or oral),
including, any implied warranty of merchantability, implied warranty of
workmanship, and/or implied warranty of fitness for a particular purpose are
HEREBY DISCLAIMED AND EXCLUDED. 
Contractor shall not be responsible for any incidental and/or
consequential damages caused by any defect in the Work or breach of any
warranty.  Owner’s commencement of
litigation or arbitration against Contractor for an alleged defect in the Work
before giving Contractor a notice of the defect and a reasonable opportunity to
investigate, test, examine, and cure the defect, shall be deemed a waiver of
any and all claims Owner may have had against Contractor for such defect.


 


E.  DISPUTE RESOLUTION:


 


1.                                       Any dispute
arising out of or relating to this Contract shall, at Contractor’s sole option,
be resolved by arbitration which shall, at Contractor’s sole option, be
conducted in accordance with Wisconsin Statutes Chapter 788 or the Construction
Industry Arbitration Rules of the American Arbitration Association, then
currently in effect.  The decision of
the arbitrator(s) shall be binding, final, and may be enforced in accordance
with the applicable provisions of Chapter 788 of the Wisconsin Statutes.  The filing of a lien claim shall not be
considered an election by Contractor to waive its rights under this
provision.  Any arbitration proceedings
commenced pursuant to this section shall be conducted in accordance with
the rules adopted by the arbitrator, applicable arbitration body, if any, and
the applicable provisions of Wisconsin law.


 


F.  MISCELLANEOUS:


 


1.                                       Access to
Work.  Owner shall maintain access
for Contractor at the Project site and obtain the necessary permissions for
Contractor to gain access through adjacent property, if required.  Owner shall keep the Project site free from
obstructions and any work that conflicts with Contractor’s Work.  Contractor shall be responsible for and have
control over the construction means, methods, techniques, sequences, and
procedures and for coordinating all portions of the Work.


 


2.                                       Environmental
Issues and Indemnity.  Owner shall
be responsible for the handling, removal, and disposal of any environmentally
sensitive materials, toxic or hazardous substances, and/or waste, if
encountered on the Project site. 
Design/Builder shall have no responsibility for the discovery, presence,
handling, removal, or disposal of or exposure of persons to environmentally
sensitive materials, toxic or hazardous substances, or waste form at the
Project site.  Owner shall forever
release and fully discharge and defend, indemnify, and hold Contractor harmless
from and against any and all claims, penalties, damages, liabilities, causes of
action, demands, suits, losses, and expenses, including, but not limited to,
attorney’s fee, attributable to any environmental condition, site condition,
personal injury, bodily injury, damage to real or personal property, including
loss of use thereof, arising out of or relating to any existing condition at
the Project site, any negligent act or omission of Owner or anyone for whose
acts Owner may be liable, or Owner’s breach of any term or condition of this
Contract.


 

















 


3.                                       Successors
and Assigns, Assignment, and Severability. 
The Owner and Contractor respectively bind themselves, their partners,
successors, assigns, and legal representatives to the other party hereto and to
partners, successors, assigns, and legal representatives of such other party in
respect to the agreements and obligations contained in the Contract.  Owner shall have no right to transfer or
assign its interests, rights, or obligations in this Contract or any part
thereof.  Any purported assignment of
such by Owner shall be null and void and of no force and effect.  If any provision of this Contract is
invalidated in whole or in part, then the remainder of this Contract shall not
be affected thereby, but shall remain in effect to the fullest extent permitted
by law.


 


4.                                       Lien Notice.  AS
REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, BUILDER HEREBY NOTIFIES BUYER
THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTINN ON
BUYER’S LAND MAY HAVE LIEN RIGHTS ON BUYER’S LAND AND BUILDINGS IF NOT
PAID.  THOSE ENTITLED TO LIEN RIGTHS, IN
ADDITION TO THE UNDERSIGNED BUILDER, ARE THOSE HOW CONTRACT DIRECTLY WITH THE
BUYER OR THOSE WHO GIVE THE BUYER NOTICE WIHTIN SIXTY (60) DAYS AFTER THEY
FIRST FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION.  ACCORDINGLY, BUYER WILL PROBABLY RECEIVE
NOTICE FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION AND
SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO HIS MORTGAGE LENDER, IF ANY.  BUILDER AGREES TO COOPERATE WITH THE BUYER
AND HIS LENDER, IF ANY, TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS ARE DULY PAID.


 


 


	
  CONTRACTOR

  	
   

  	
  OWNER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Richard Iverson

  	
   

  	
  By:

  	
   

  	
  /s/ Bob Lange

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Richard Iverson

  	
   

  	
  Name:

  	
   

  	
  Bob Lange

  
	
  Title:

  	
   

  	
  Owner

  	
   

  	
  Title:

  	
   

  	
  Bob Lange

  
	
  Date:

  	
   

  	
  10-6-03

  	
   

  	
  Date:

  	
   

  	
  10/23/03